How do you reinvent a classic that is beloved by millions worldwide? For James Powell and Matt Kinley, respectively the co-director and scenic designer of the 25th-anniversary tour of "Les Misérables," the answer is, very carefully.

No matter what they do, some purists will probably howl. Since the 1985 opening of the English-language "Les Miz" in London, where that original version is still playing, the musical juggernaut about justice, revolution and love in 19th-century France has bowled over legions of theatergoers. It has sold 60 million tickets in 42 countries and racked up billions at the box office, not to mention winning a boatload of theatrical and musical awards, including best musical among its eight Tonys.

Now the world's longest-running musical has had its first authoritative top-to- bottom makeover, overseen, like the original, by über-producer Cameron Mackintosh. Gone are the students' revolutionary barricades that dock like spaceships, for example. This new version, which opens Tuesday at the Orpheum Theatre in Minneapolis, also sheds the revolving stage on which Jean Valjean's journey from convict to respected man of society is crisply told.

"The challenge was to serve the fan base while keeping the show fresh," said director Powell, who played a student revolutionary in the original and who also served as a dance captain. "What we all sort of held our hands about was that we would never dilute the emotional impact of the show."

Added designer Kinley: "As brilliant as the original was, Cameron didn't want to be doing the same show for the next 25 years."

A breakthrough

LES MISÉRABLES

What: Composed by Claude-Michel Schönberg, Alain Boublil and Herbert Kretzmer. Lyrics and book by Schönberg and Boublil. Directed by Laurence Connor and James Powell. Scenic design by Matt Kinley.

For their reinvention, the "Les Miz" creative team had to compete with iconic images. The memorable scenes in the original musical include the opening, where three convicts on a chain gang mime the breaking of rocks as prison guards stand watch. Re-staging that scene proved the critical nut to crack, said director Powell.

"If we had not been able to solve that problem, we wouldn't have gone ahead with the re-look," he said.

The breakthrough, he recalled, came one day "after we'd had a couple of bottles of Sir Cameron's favorite wine," said Powell. "We turned the lights off, put the soundtrack on and soaked it up. We said, 'It's a boat. Listen to the rhythm: They're rowing.'"

From that moment several years ago, they were on a fitful roll. The team drew inspiration from Victor Hugo's 1862 novel on which the musical is based.

Unscrupulous innkeeper Thénardier is described by Hugo as a crayfish that comes forward with the light and then disappears out of it. His daughter, Eponine, is described as a bird with a broken wing.

Design-wise, nothing was off-limits, said Kinley.

"We knew off the bat that people wouldn't have responded well to a pink 'Les Miz,'" he said. "It's a black-box show, a world steeped in darkness with most scenes happening at dusk or in dim lighting. It doesn't survive well in broad daylight. That said, there is more to it than decrepitness. We use projections to bring color to this world. We have much more light now."

Back to the source

He developed a palette out of Hugo's own sketches and paintings. In fact, there are a handful of Hugo prints in the show.

"Victor Hugo was a hugely experimental artist who was always doing inkblots and landscapes, caricatures and cartoons," said the designer. "We drew inspiration from the brooding atmosphere of his paintings, but to use more of them would've made the show too cartoon-y."

But they could not ditch the original, whose creative team's contributions are uncredited by request, said Kinley. The famous suicide scene, for example, in which the show's principal tormentor steps over a rail, throws his arms behind himself, and the rail shoots up, was a perfect piece of staging, said Powell.

"There are parts of the original show that just confounded us as to how to better it," said director Powell.

The loss of the revolving set, which helped propel the narrative and gave the musical its churning momentum, also challenged their creativity.

"The revolve is more than a stage device, it's a metaphor for Valjean's journey," said Powell. "We fretted about the fluidity of the show, how it works without the revolve constantly turning. But what we came up with more than makes up for that. The projections, for example, have a filmic effect."

That said, "technology can very easily date a show, so we keep the animation to a minimum," said Kinley.

No escape

While the look and staging have changed, the score of "Les Miz," remains pretty much the same, said Powell.

"We have re-orchestrated it, but I dare anyone to play the original and this version side by side and find a difference," he said.

Mackintosh did a tryout run of the new version of "Les Miz" last year in Atlanta, Washington and Kansas. "Then we brought it back to the U.K. and developed it again," said Kinley of the years-long retooling process.

The final piece of building this new "Les Miz" harked back to the original production, which was staged by Trevor Nunn and John Caird under the aegis of the Royal Shakespeare Company.

"The way the RSC worked in those days was that you get a group of actors in front of you, you put stakes in the ground, then do an exercise where you find out what the characters are doing three hours beforehand," said Powell. "From there, you really start to shape a scene, and it becomes original. That's how a lot of the show was conceived. You never have to worry that the show will be maintained. The actors invented it."

"The classic theater is the black box," said Kinley. "You bring your imagination and create the scene. There was no point doing that again. We had to illustrate the world. But by keeping the images very impressionistic, so it looks like a moving painting rather than any computer 3-D animation, we think that we have given 'Les Miz' another long life."

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